Anthony Otten
ORION ENERGY SYSTEMSAbout Anthony Otten
Anthony L. Otten, 69, has served on Orion Energy Systems’ board since August 2015; he is the independent Board Chair (since August 2022) and previously served as Lead Independent Director (2017–2022) . He is independent under Nasdaq rules and serves on key committees; the board met 18 times in FY2025 and all directors attended at least 75% of required board and committee meetings, signaling engagement . Otten’s background includes public-company CEO experience (Versar, Inc.), capital markets and M&A, and senior roles at Cabot and Marriott, aligning with board oversight needs .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Versar, Inc. | Chief Executive Officer | Feb 2010 – Nov 2017 | Led turnarounds; public company leadership |
| Versar, Inc. | Director | 2008 – Nov 2017 | Board governance through sale |
| Stillwater, LLC | Managing Member | Current; also 2004–2007; 2009–Feb 2010 | Investment/operating oversight |
| New Stream Asset Funding, LLC | Operating Partner | 2007 – Jun 2009 | Capital markets and restructuring |
| Grisanti, Galef and Goldress, Inc. | Principal | 2001 – 2004 | Operational improvement advisory |
| Cabot Corporation | Senior Management | Not disclosed | Industrial operations experience |
| Marriott Corporation | Senior Management | Not disclosed | Multi-unit operational expertise |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Sumaria Systems, LLC | Director | Current | Federal contractor in cyber/IT for USAF drone programs |
| Constant Associates, Inc. | Advisory Board | Current | Federal contractor; advisory capacity |
| Stillwater, LLC | Managing Member | Current | Private investment/operations |
Board Governance
- Board Chair; independent leadership with CEO/Chair separation viewed as optimal for Orion; Otten manages board processes and liaises with management .
- Committees: Audit & Finance (member; designated audit committee financial expert), Human Capital Management & Compensation (member), Nominating & Corporate Governance (Chair) .
- Independence: Otten is independent under Nasdaq standards .
- Attendance: Board met 18 times in FY2025; all directors ≥75% attendance; all directors attended the 2024 annual meeting virtually .
| Committee | Otten’s Role | Committee Chair |
|---|---|---|
| Audit & Finance | Member; audit committee financial expert | Ellen B. Richstone |
| Compensation | Member | Heather Wishart‑Smith |
| Nominating & Corporate Governance | Chair | Anthony L. Otten |
Fixed Compensation
| Component (FY2025) | Amount (USD) |
|---|---|
| Fees Earned and Paid in Cash | $92,625 |
| Stock Awards (Restricted Stock) | $30,000 |
| Restricted Cash (tandem vesting) | $20,000 |
| Total | $142,625 |
- Program structure: annual cash retainer $45,000; Board Chair retainer $40,000; committee chair retainers (Audit $30,000; Compensation $20,000; Nominating $20,000; if Board Chair also chairs a committee, the chair retainer is reduced by 50%); annual equity grant with fair value $50,000; Q4 FY2025 voluntary 10% reduction in independent director retainers .
Performance Compensation
| Director Equity Grant Structure | Grant Fair Value | Vesting | Performance Metrics |
|---|---|---|---|
| Restricted Stock (FY2025) | $30,000 | Ratable over 3 years | None disclosed (time‑vest only) |
| Restricted Cash (tandem) | $20,000 | Vests in tandem with restricted stock | None disclosed |
| FY2026 Director Restricted Stock | 20,000 shares | Ratable over 3 years | None disclosed |
No performance-based equity metrics are disclosed for non‑employee directors; director equity is time‑vested, with tandem restricted cash grants in FY2025 .
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Sumaria Systems, LLC | Private (federal contractor) | Director | No disclosed transactions with Orion; distinct sector from lighting/EV |
| Constant Associates, Inc. | Private (federal contractor) | Advisory Board | No disclosed transactions with Orion |
| Stillwater, LLC | Private | Managing Member | No disclosed related‑party transactions with Orion |
- Related person transactions disclosed for FY2025 did not involve Otten; items pertained to Scott Green’s relatives in sales/operations, vetted under policy by the Audit & Finance Committee .
Expertise & Qualifications
- Public company CEO experience (Versar), capital markets, and M&A; senior management roles in industrials/services (Cabot, Marriott) .
- Audit committee financial expert designation; strengthens oversight of financial reporting and internal control .
- Board leadership experience (Lead Independent Director 2017–2022; Board Chair since 2022) supports board effectiveness and independence .
Equity Ownership
| Measure | Amount |
|---|---|
| Beneficial Ownership (shares) | 183,160 |
| % of Outstanding | <1% (indicated “*”) |
| Restricted Stock Held (as of 3/31/2025) | 48,071 shares |
| Shares Vesting within 60 Days of Record Date | 9,174 shares |
| Director Ownership Guideline | ≥25,000 shares; all non‑employee directors satisfied or have time to comply |
| Hedging/Pledging Policy | Strict prohibition on hedging and pledging; aligns director/shareholder interests |
Governance Assessment
- Board leadership and independence: Otten’s role as independent Chair, combined with his committee leadership (Nominating Chair) and membership (Audit & Finance; Compensation), is positive for board effectiveness and oversight; audit financial expert designation strengthens financial governance .
- Engagement: FY2025 board held 18 meetings; directors maintained ≥75% attendance; Otten’s positions imply active engagement in risk oversight and governance processes .
- Director pay mix and alignment: Cash fees ($92,625) plus time‑vested stock ($30,000) and tandem restricted cash ($20,000) indicate balanced compensation; ownership of 183,160 shares and compliance with director ownership guidelines support alignment, with strict anti‑hedging/pledging policy and clawback adoption further mitigating risk .
- Compensation committee practices: No outside compensation consultant used in FY2025–FY2026 (cost containment), but peer references (LSI Industries, Acuity) were considered; continued monitoring advisable to avoid pay benchmarking drift in small‑cap context .
- Enterprise risk context: Board disclosed Nasdaq minimum bid price non‑compliance and is seeking flexibility via reverse split authorization; as Chair, Otten’s stewardship through listing risk, liquidity, and capital structure oversight (via Audit & Finance remit) is critical; investors should watch execution and communication around split ratio and timing .
- Related‑party oversight: No Otten‑related transactions disclosed; related person transactions (Scott Green’s relatives) are reviewed/ratified under policy; commission program risk‑mitigation features documented .
- Shareholder sentiment: Say‑on‑pay approval exceeded 93% at 2024 meeting, signaling support for compensation governance; continued disclosure on FY2026 changes under new CEO regime will be important .
RED FLAGS to monitor
- Potential reliance on internal benchmarking without independent compensation consultant over multiple years (risk of peer selection bias or pay inflation if not periodically validated) .
- Reverse stock split proposal driven by Nasdaq bid‑price deficiency (execution risk and potential post‑split trading pressure); ensure robust investor engagement and clear rationale .
- Customer concentration, recurring revenue limitations, and capital structure risks flagged in board risk disclosures warrant continued oversight by Audit & Finance and the Chair .